Tougher
by CleverforClever
Summary: Sequel to my fanfic 'Tough'. Freddie and Carly finally get together, only for him to be hunted down by the FBI and the Institute. An old enemy turns into an ally, and old ally goes insane. Will true love prevail, or will someone in our fair crew die? 'M' for sex, violence and language. That's right, triple threat. Also, this is a tragedy- no happy endings. R&R if you want a chappy.
1. Chapter 1

Tougher

Carly Shay, a perfect goddess, lay unmoving on the bed. Her sleep was restless. She dreamt of the day that everything changed.

_Her father was teaching her to ride a bike. She had resisted for so long- but that period was over, it was time to grow up._

Carly shifted irritably on the bed. It was hers. It was Freddie's. Really, it was hers and Freddie's and Freddie's and hers. They shared it, it was both of theirs at the same time. After years of resisting him, putting off… it, postponing the day that she give herself to someone, she finally give in to him. For the longest of times, the girl had ignored the growing needs they shared.

_Her father held the bike, and her gaze. She pouted,, "I don't want to!" He smiled and patted the seat. Frowning, the young girl got on._

Carly's breath hitched; that day was very scary- she had fallen many, many times. It was a hard, painful lesson to learn, but a hurdle she had to cross nonetheless.

_Looking unsteady, the girl opened her legs. Straddling the instrument, she carefully aligned her body with that of her device. It was unsteady. Her father slowly let her go. She had to do this without any help._

Carly shifted in the sheets, completely nude. The previous night, she and Freddie had finally consummated their love. Whatever doubts she had about whether she liked him, or **liked him**, were now obtuse. They had coupled, end of story.

_She launched out, totally alone, without the support of her father. Her body strained to take the new stress, soft baby flesh attempting to take on the rite of her age. Her thighs pumped while she wobbled in place, trying her best to keep herself aloft._

It was a little degrading, being used like that. Freddie was an animal. He had been a wounded animal too. Although one of her best buds, the boy had no sense of gentleness, just of unbelievable want. He craved her like an addict craved a substance. She had tried to retain some of her dignity, some sense of self, only to be pulled under the strain.

_It happened in slow motion. Her strength was not enough. The girl fell from her bike, muscles sore, her hands flew out trying to protect the body. Bright red painted the cement._

Carly twisted the sheets, ignorant of the cherry red painted across them. The sheets were Freddie's plain white. He had swapped out his old nerdy ones in place of the military style. Her ivory skin contrasted with the bloodied off-white of his possessions. Their blood had mixed, his from the wounds suffered, hers from innocence lost, the same kind of damage regardless.

_She cried and cried and cried. Her father was so far away. She was alone now. The girl, through tear marred eyes, glared at the bike. It was hers, wholly and completely, and now it had turned on her. She lay on her back for some time, just waiting to feel better._

He owned her. Carly Shay, who was probably the most popular girl at school, was the possession of Freddie Bensons. But, just like the bed, it was a shared possession. He could not own her without her permission.

_Finally, seeing the futility of sitting around, she got to her feet again. The girl shoved the bike back into place, and pedaled again. Her breathing got hard, the pain in her hands and knees oozed from her._

But Carly had always owned Freddie. That was how it worked. Now that he had her, kept her, everything had changed. The pain from knowing that once the dream was over, he would be gone, kept the brutnette under. Carly moaned quietly.

_The burning pain quieted a bit for her. She felt something… incredible. Though still a bit wobbly, the girl got the device under her control, and got to perform the purpose at her own speed._

As cruel as Freddie had been, he had also been so soft. His hardness towards Carly also contained certain gentleness. The two had been frantic at first, like predator and prey, and then everything changed. Carly took control of herself, and Freddie allowed her room to work.

_She laughed ecstatically, now understanding why all the other girls who had already done this were so sure she should try it too. The freedom, the speed, it was all so clear now. The wind whipped against her with strength. The whole experience was exhilarating._

Carly's breathing sped up as her body, still tangled, felt the after-effects of her rough night. Her thighs were sore from his work, her stomach red from friction. The top of her legs to the small of her back radiated discomfort.

_She wanted to feel like this every day, even with the pain. It was so odd that such a painful experience could feel so amazing. She giggled euphorically. Her bike was her new favorite toy. The girl had finally crossed the milestone._

Carly's body, exhausted as it was, finally woke her. She got up, groaning. The memory of last night- Freddie, her, Griffin- it all came rushing back. She sighed and ran her fingers through her hair. Everything had changed.

But the fight for Freddie's soul was far from over.


	2. Chapter 2

Chapter Two: Reminiscence

Carly's eyes blinked wearily. Her whole body felt- for lack of a better term- fucked. (She was a proper young lady who did not use foul language, but it was accurate.)

Yeah. Her time with Freddie had not been what she had expected. Oddly enough, she had been expecting it. When she was a girl, at those dances with her dad, Carly was under the impression that her love would dance with her, dine with her, then send her to bed happy.

After watching several cheesy romantic films, that impression evolved. It seemed then, that the boy would be a good-looking sweet man who knew her heart even better than she, and would kiss her as they took off their shirts. The next thing would be waking up the next day in warm sunshine, happily in each other's arms.

This ended when Sam explained her first time.

Carly was aware of the biology of it, just not the intensity. Just like everything else, certain things had to be experienced to understand. She looked around stupidly, trying to remember what she was doing.

Eventually the girl- no woman- decided to make herself comfortable. Any minute now, Freddie, old Freddie, not the monster who took his place, would walk in with a cheesy smile the size of the west coast and breakfast for her.

Yeah. Carly sorted herself a little too quickly. Her left hip, which had felt considerable strain the night before, popped. Ouch. She pushed her fingertips across the headboard (the last time she had done that…) lacing her fingers together, she cracked her knuckles, then tensed her forearms, straightening her elbows, (ouch) to her biceps which were cramped. Carly rolled her shoulders and grunted with soreness. Her arms had been used poorly the previous night- trying to keep Freddie from completely assaulting her.

Letting her arms flop, the young woman started on her toes, curling and uncurling, straightening like a ballerina, then bringing them back. Her calves twinged alive, complaining that they were stiff. Her thighs were the worst complainers of all, simultaneously sending pain and pleasure to her brain.

Carly worked the soreness out slowly. Her hands drifted to her chest. Freddie had been enamored by her there. He had spent a great deal of time attending her. The second her hands grazed the sensitive flesh, it instantly reacted to her. She yelped. Rubbing her tingling fingertips across the mounds, she worked out some of the pain. Once again pain meant pleasure. Soon, all traces of discomfort were eradicated from her breasts.

When she brought her knees up, her buttocks twitched like iron bars with drilled in. Ouch. The girl rubbed her backend before bringing her limbs to the front. Her fingers nestled between her thighs.

"Ouch! Ow, ouch, owie, ow, wow, ow!" She stopped touching herself. Small tears of pain welled in her eyes. Okay, maybe this was too much for now. Still, Freddie would be here any second to kiss and make her better.

Oh, Carly would make him blush. The second he tiptoed in (so as not to wake his princess) she would call him to her, and have him worship her- properly this time. He could not be gone yet. They had so little time.

It could not be done already.

Carly drew the sheets around her. He would be so embarrassed, so red as he kissed her foot, then her calves. Freddie would make his way slowly up her body before she would let him have access to her lips. Gentle lips…

She was ready. Freddie would look at her and burn. Feet pounded on the steps, "Freddie?"

It sounded like an army, "Freddie, what's going on?"

The door burst open, "FBI!"

Carly brightened tomato red, soreness forgotten, and flew underneath the sheets.


	3. Chapter 3

Chapter Three: Live-Ins

Carly sat, totally embarrassed, as still as a stone.

"Let me through, I say!" A small annoying voice sounded from the back of the strike force. Although she had considered for a moment that these were Institute dogs, it was now obvious that they worked for someone almost as bad.

_Almost_.

Nevel Papperman waded through the crowd of guns, grunting the whole time, "Where is he? Where is Freddie?"

Carly crawled just a little lower in the bed. This was a horrible nightmare, it had to be.

Nevel panted as he hit the front of the crowd. He took the scene in; half a dozen fully armored military grade officers were pointing their machine guns at a naked teenaged girl.

"Hi, I'm Carly. What're you all doing here?"

Someone coughed. A snicker escaped Nevel, "I don't think we need a strike force to detain a single teenage girl, do you?"

Slowly, the guns lowered. Carly indicated her state of dress, "Some privacy please?"

The officers exchanged dubious looks. Nevel waved them off, "You're not missing that much. Well, she's a bit chubby, but you know what I mean. Nothing to see here."

The team filed out, "Chubby, really?"

He sighed, "You think that's your biggest problem?"

Carly shifted herself. Last night had changed everything. "Why are you here?"

Nevel sighed, "You must have figured out by now that the FBI is interested in the Institute, which means they are interested in Freddie, which means we are interested in you."

He picked her bra off the floor.

Carly turned bright red, "What I do is my private business."

"You have no idea what you are talking about," Nevel took out a piece of paper and a pen, " I need to ask you some questions. Do you know Fredward Benson?"

She gawked, "Seriously? You have to ask?"

"Bureaucrat, babe, I have to ask." His pen clicked.

"Yes, yes I know Freddie." He wrote that down.

"How long?"

Her eyes rolled, "I don't know, several years!"

He wrote that down too.

"Have you had relations with him?"

She blinked, "You found a female he has been chasing since grade school- totally nud- sleeping in his bed!"

He stared blandly, "Beaurocrat."

"Yes, we made sweet animal love last night."

Nevel finished and put his materials away, "Alright, we need to talk."  
"Yes, we do. You're going to tell me everything," She interrupted his interjection, "People keep lying to me! Freddie kept me from knowing what happened to him! Griffin manipulated me! Spencer lied about talking to Griffin! They left me in the dark and each of them is probably dead by now! Now what's going on?!"

Nevel clamped his mouth shut, then sat down, "Here's the deal… A few years ago, someone high on the FBI's watch-list started a school. Previously, Kennedy Hammond was a soldier of fortune. He was raised by ex-KGB agents. Kennedy was so successful that he created a group; Los Lobos. He trained them like dogs. The Wolves were insanely aggressive. It was not enough for him to get adults. The manner for training was more effective in teenagers. Think about all those times you've seen teenagers act like beasts. Kennedy Hammond is turning a generation of sex-craving, rock 'n' rollers into a nation of psycho-killers."

At this point, the narrative stopped as Nevel opened Freddie's locker and removed a single bottle of water, "He used his funds to start the Institute. I am not sure _exactly_ what he wants, but imagine what he could do with a hundred psychotic killer teenaged boys."

Carly shuddered, "What do you want from me?"

"Sex," She blanched, Nevel held up a pacifying hand, "Not me! We want to understand how you're still in one piece."

Her eyebrow flew up, "You're not looking real close, Nevel." Carly shifted painfully. The spot between her legs was sending more pain to her brain than pleasure.

He shook his head, "Yes, I am. You don't understand; these kids are super-repressed, they have more pent up sexual energy than is safe for a male population. You should be a bloody heap. Freddie should have raped you within an inch of your life- tortured you slowly to prove his complete dominance. That's how dogs are trained- to display dominance. Over one another, over 'bitches' over people. The training is intense, all-enclusive, and, most importantly, it never _ever_ seems to fail. A dog will always be a bloody dog. Somehow, you managed to get through all the training, all the brainwashing, and bring back a small piece of the Freddie that was. You're nothing short of a goddess for doing this. You have no clue what you've accomplished."

Carly thought back to her night with Freddie. It had been hard on her; physically, emotionally, sexually. Still, under all the pain and torment he had inflicted on her... there was something... else... a cry for help? No... more like... a love song.

It was like Freddie was whispering, "I love you, I love you, I love you," the whole time, it was just hard to hear over his howling. When he was with her, the Institute no longer had a hold on him.

She blinked, "I can't be responsible for what happens. This thing with Freddie could have been a fluke. He could walk through that door, the very beast you fear, and kill us both bloody. He has it in him somewhere."

Nevel sighed, "You're our only hope."


	4. Chapter 4

Chapter Four: The Interview

Carly dressed herself. In the following weeks, Nevel had turned out to be… helpful. It was odd that her old foe was so sweet to her.

As it turned out, he wanted her to look into the Institute. And to do that, he needed someone outside of the FBI to access their files. Most everything was closely guarded at the school itself, but they did have some files backed-up at a Seattle business.

Carly brushed her hair, trying her best to look professional. The plan was simple; she would go in as a student looking for an internship. After completing an interview, she would hook up a flash-drive to a computer on the network which would automatically scan for Institute files.

She curled her hair into a bun, tucking the drive inside. The young woman took a breath, and released it. The time would come that she would have to act; that was when the real problems would surface.

Carly rode the bus to the building. Stockman international was a secure data storage corporation. Not even the feds could break in from the outside. It was only by manually hooking a device onto a computer in the network that she could retrieve any data.

"The most important thing," Nevel explained, "Is that we keep the Institute from knowing we are investigating."

Carly nodded, agreeing to help.

Though very, very reluctant (now regretting her choice) she had consented for several reasons.

The first was obvious; it was the right thing to do. The Institute was a danger to everyone. It needed to be stopped.

The second reason was that the FBI agreed to help with living expenses. With Spencer in the hospital, Carly needed the assistance.

The final reason she agreed was the most important of all; Freddie. He needed help, he needed her. The best way to keep him safe was to cooperate with the FBI and bring down the Institute. Hopefully, the agency would be merciful when prosecuting him.

Carly Shay stepped into the shower. Thoughts drifted through her mind. Unfortunately, when she tried to 'take care' of some business, she found herself… not in the mood.

It was very surprising. Her body had long since recovered from the strain of her activities with Freddie. It was not as though she no longer felt the urge; if anything losing her virginity had only stocked her fires.

The burning desire exploded within her as she thought about her time with her lover.

That was something else new to her; she had a lover now. Carly felt grown, like a woman handling her own problems. However, she was currently having problems handling her own womanhood.

The beginning was the same as always; she locked the door (Spencer aside, she did not want the FBI barging in on _this _too) and turned the showerhead to 'pulse', business as usual, really, She imagined herself at that waterfall, with the spectacular fruit.

Then nothing happened. Sure, she felt a rise in her heat, but… touching herself was no longer enough. Carly needed more.

It was hard to describe what she felt; or rather, what she did not feel. It was like lip-synching; the motion was there, but none of the meaning.

Finally she gave up. The poor creature would have to wait for her lover to return before dealing with her cravings.

Carly toweled off and dressed in a suitable outfit. It was very conservative; she was not going to show off her body for this interview. The outfit was not too comfortable, but hopefully it would make a good first impression.

Eventually, she got to the Stockman building. The interview was held in a conference room. There was a table with six spaces in the center of the room. Mr. Dorski and Miss Shay sat across from one another. She concentrated on answering with the goal of getting to an unsecure computer.

Mr. Dorski opened the interview with a series of basic questions; date of birth, work history, and name. Carly answered each to the best of her ability. Mr. Dorski jotted down notes as swiftly as possible.

"Are you in a relationship?"

Carly frowned. It was a bit personal a question, but due to the secretive nature of the firm's holdings, it would make sense that they ask personal questions.

"Not exactly."

Mr. Dorski jotted that down, "Have you had intercourse with him?"

Carly's eyes bolted open, "Excuse me?!"

He looked down his nose at her, "I asked if you and Freddie had fucked. Do I need to repeat myself?"

Carly swallowed hard. She had not thought about the fact that her interviewer was a middle-aged Russian male, nor considered how cold his scarred face appeared.

She took a breath, and then sighed, "We have a life that you can never know." She held his gaze with quiet strength, "You Institute psychos, you think that you have to be cruel to survive. You're wrong; Freddie loves me, and we share a pleasure you will never know."

Anger creased his brow, "I killed the man who was supposed to interview you. He is in the closet behind you."

Then he left. Carly's heart pounded when the lights shut off.

The door creaked open behind her.


	5. Chapter 5

Chapter Five: Return

A familiar hand found her shoulder, "Hello, Carly…"

She wringed her fingers white.

"I told you Carly, that we were not done yet."

She got up, turning to look at the intruder.

Griffin was a mess. The blood from the actual employee of the Stockman Corporation painted the left half of his body. Scars now scored across his entire face, a testament to his fight with Freddie. He leered dangerously, "What is it that makes you… so… alluring?"

Something about the way he said that sent chills down her spine.

"I don't know."

He laughed. Then he went real quiet, like a wolf hunting, "Get up."

She was too afraid to move. In the past, he had this way of saying things that brokered no arguments. Now the young woman could not even think to obey him.

He was so fast. One second she was seated, the next her body was flying through the air, and then pinned down on the table. Carly's breath was knocked from her lungs.

"Show me what he betrayed his brothers for!" Screamed Griffin. She could not even protest as he brought his fist down at the base of her ribs. Whatever strength she had went rushing out with it.

He circled the table with great anger. Griffin took off his jacket, and threw it on the ground in disgust, "Bitch!"

Carly panted for air. He came back around and dragged her into a sitting position.

"I said show me," His hands grabbed the front of her blouse and pulled until it shredded, then threw her on the ground.

She moaned as she got to her knees. Her hair curled around her face. The mission became everything to her, "You first."

The assertiveness put Griffin on the defensive. He laughed after a second of thought, "Well, I guess it's a good thing we keep an eye on this place! You must have found out that we keep some of our files here; nothing incriminating, of course."

He propped open a laptop and clicked in a sixteen digit password. Spinning it around, he showed her the files.

Gasping for air, Carly inched her left hand forward, and grabbed the pc, pulling it closer. He was right; most of the information was innocuous; supply prices, blueprints, etc. She moaned in despair-this would not save Freddie.

Griffin laughed at her, "Did you really think one girl could change the world?" He looked at her sideways, "Well… maybe you've been made a woman, let's check!"

His hands went to her belt. Hers intercepted his, and they struggled briefly. Finally, her ex-boyfriend put his knee in her stomach, "You stupid bitch, do you think you can win?" Her eyes were filled with fear, "In three seconds, you are going to lay as still as possible."

They held each other's gaze for an infinity- his old hold over her was battling with her intense desire _to never be touched by him again._ The word 'one' filled the air ominously. Her hands shook.

Two filled the air. Carly's hands shook. Griffin squeezed them until the circulation was cut off. Her breathing accelerated.

"Three."

Her hands fell to her sides as tears poured from her eyes. Griffin laughed, "Yeah, that's what I thought."

Carly closed her eyes in shame, waiting. His hands were rough as they ripped off her business skirt.

"Hmmm…." He regarded the black and white matching bra and panties, "I'd say you finally finished what you started."

She blushed bright red. The silence in the room only lead to more awkwardness. Something was missing.

Yes, Griffin had claw-like hands just like Freddie, but Freddie… he grabbed her to hold on, like a man drowning grabbed a life preserver. Griffin's hands were more like shackles.

Carly's hands trembled when his grazed their way into her panties. They were on pretty tight, letting out a snap when the appendages removed themselves. He glared down at her.

His gaze was cold, daring. He wanted her to move, so he would have an excuse. So far, he was operating under orders, but if he met with even token resistance, there was no doubt what would happen to her.

"Take them off."

Carly blinked ignorantly. Griffin stepped back into the shadows, and demanded again, "Take them off."

Her throat was dry as she lifted herself up. Hands shaking, she first removed the bra, doing her best to cover herself. Carly did her best to avoid his gaze. By remembering the research done before Agent Bob's death helped the young woman stay alive. Making eye contact right now would be a challenge to his authority- covering herself was coming close to incurring his wrath.

"You know what I want."

Carly swallowed hard. No one said being a spy would be easy. She lay on her back and hooked her thumbs in. the material stretched against her sensitive skin.

As the elastic stretched slowly as she pulled them down her curves, Carly balled her fists.

"Heh," Griffin stopped the movement right above her knees, "That's enough for now."

His hand traveled up the inside of her thigh. Carly clenched her eyes shut. The appendage stopped right at the base of her legs, "Carly, Virginal Carly, did you whore yourself?" He stroked the top of her leg, "Did you… let some boy touch your no-no?" A pause, "Did you fuck like a slut?" His hand found purchase, "Answer me!"

Carly backed away from the pain he was causing her.

"Tell me what happened; did he use his no-no to touch your flower?" Griffin's tone was very insulting, but he kept it up to anger her.

"What do you want?" She knew once the sentence was out, she would regret it.

It did however raise an awkward point between the two. Yes, she had bailed on their 'big night', but how come she was a priority?

He thrust his fingers in, "Tsk, tsk, bad girl."

Carly inhaled quickly in shock. Griffin stood as still as a statue, waiting for some resistance, any reason to escalate into vindictive violence; he was under strict orders right now, but he could get around them- if only she gave him a reason.

The boy pulled her hair back until she stared him in the face.

"Where's Good Wolf?" He thrust his fingers in deeper, "Tell me!"

"I don't know- agh! I don't know!"

Griffin was firm, and vicious, "I am going to keep pushing in, no matter how tight you are. And I will rip you open unless you tell me where Freddie is."

She rolled in pain. Then, suddenly, the pain was gone. Griffin disappeared into the shadows, leaving her to moan on the floor.

"You are such a little whore. You ought to be thanking me for that."

Carly fell on her side sobbing.

"Get out, whore. We're done. I thought your little boyfriend would come swooping in. I guess he doesn't really care about you anyways, does he?"

She rolled on her stomach and crawled towards the exit, pushing the pc out of her way. Griffin groped her ass one last time before she left.

"This isn't over."

"No," She whispered too low to hear, "It isn't."

Griffin was so busy watching her butt, he failed to realize that the first time Carly viewed the files, she had slipped a flash drive out of her hair. She had calculated the amount of time needed, and put for a necessary amount of resistance so as to keep him distracted from her true goals.

Carly did what she came to do, but this fight was far from over.


	6. Chapter 6

Chapter Six Reunion

Carly Shay lay on the bed. Griffin had forced her from the building completely naked. Fortunately, an FBI van had been waiting for her anyways. Nevel, though preoccupied with the data on the flash drive, insisted they take her to a hospital.

One ugly paper dress and a nasty 'health conscious' meal later, and Carly was already bored.

She would almost rather see Griffin again. Hours passed. More boredom set in. She used to be this excited girl who hosted a webshow. Now who was she?

On some level, the patient knew what would be awaiting her once her eyes closed.

Carly took a moment to reflect on what she had learned; the federal government was currently searching for Freddie, who had disappeared from their radar. The school semester had ended around the time he vanished. Luckily, he had managed to take care of his finals early.

The Institute had won a major victory; they had killed an FBI officer without any proof of involvement. Right now they could sell their children soldiers to anyone who needed driven youth. And, as Adolf Hitler taught, the young are the important ones to influence.

Carly stayed awake as long as possible. It had been a month since Freddie had left her all alone. As horrible as that run-in with her ex had been, it brought back some nicer memories. Memories of what life with Freddie had been like. There was a monster in the dark.

In some ways, Freddie and Griffin were very much alike. Their faces were similar, their hair color was the same, even the way they spiked their locks was the same. Both were Institute wolves. Both found her attractive, and lied to her.

But only one had her heart.

She closed her eyes, and concentrated hard on his face. No one caught in this twisted game seemed to know where he was, or what he was doing. The only thing they knew was what side he was on.

Freddie was on whatever side was closest to Carly.

So she was the girl everybody wanted. It was ridiculous; like some high school feud, the popular kids were fighting the band geeks for her attention- only everyone had access to assault weapons. (So... still a little bit like high school.)

A haze came over her, like a day dream within a nightmare. Her mind fluctuated between sleep and wakefulness.

Carly tried not to fall asleep- she was too frightened by what she may find in her mind. Between Freddie's disappearance and Griffin's disturbing reappearance, being awake but tired was better than whatever her subconscious had in store for her.

The hospital was so boring. The young woman fought her drowsiness for as long as possible. She would drift in and out. Her eyes would close for one second, only to open six minutes later. The later it got, the worse the strain to stay conscious.

Somewhere deep in the night- like a dream, she found herself alone in her hospital room- but she did not feel alone. The shadows moved. Her breath caught in her throat- anyone could be there, but it was probably an Institute dog. They loved watching her from the shadows, right before they... She inhaled deeply.

A sense of calm filled her, starting at her heart and moving its way into her limbs. Her hand flew to her breast; only one person had ever filled her with such panic, and such warmth.

"Freddie!" She called into the shadows. Someone had to be there. She was not crazy, right?

The silence was lifted by his face.

"Carly, hey, are you okay?"

She laughed. For weeks she had spent her nights tossing and turning, worried about what had happened to him. Now here he was, safe, worrying about her.

Freddie walked to her slowly. His footsteps so careful, (silent, like a wolf stalking his prey) he asked a quiet question, "I heard about what happened."

Carly's eyes closed hard, blocking out the ordeal, "Freddie…"

"I am so sorry." He grabbed her hand, "So, so sorry."

She gripped him back, "Freddie, the Institute is to blame. If it weren't me, it would be some other girl."

Carly gave him a quick disapproving eye; he was filthy, head to toe, clothes worn out, and thin, just like him. He had obviously not eaten much since leaving her, bringing out the hard muscle and scar tissue. He almost did look like a hungry dog/

"Where were you?"

He looked away. Ah, the 'ignore Carly when she asks you a question' defense. This time honored classic has been around since Carly _first_ started asking the men in her life questions they did not want to answer because A) They did not want to scare her B) They did not want her to know something, and, her **favorite** (sarcasm, obviously) C) They did not want her to be disappointed in them. There were ways around this, of course.

Sex might be out of the equation, though.

"Are you not going to tell me where you were?"

"Not close enough to protect you."

Back to feeling guilty. Carly suppressed a sigh. Why was the sweetest, most understanding boy in the world gone? He would have known what she wanted- (he always had!) him. She wanted him nearby. The only reason she had been vulnerable was because Freddie was gone.

Bad things happened when Freddie was not around. He left, and she had lost him. He had not been there to stop Griffin from burning her brother almost to death. He had not been there to rescue her from the situation at the Baxter Corporation.

What was coming her way if he left again...?

"Freddie, I'm scared."

"I'm sorry."

"I'm scared for you," She explained. He looked up in shock, "I can't help but worry that you're out there all alone. And now I know you were, and will be."

"I'm not alone now."

The young woman smiled at this. He settled onto the bed. Carly pulled Freddie close. They had been apart too long. Far, far too long.

His hand found that spot on her neck, his spot. A happy murmur escaped her. He sighed wearily. Her happiness was all that mattered to him anymore...

"Freddie, what is going on?"

His tongue clicked, ignoring her, "I'm sorry about what happened to you, and now you can't… you know. I'm sorry."

She looked at him, puzzled, "What?"

"Carly... I know... _how_... he hurt you. The method," He looked down, whispering, "No girl should go through that. I'm sorry."

"Freddie, I'll be okay..."

"But now you can't- you know. We can't."

Carly found herself outside of the conversation again. What was he talking about?!

His body pushed back, "You know… you can't, uh, make love and stuff."

She blinked angrily twice, "Who said that? It's not like I'm a hermaphrodite!"

He stuttered- flustered, "Uh, well, I mean, you're damaged!"

Her eyes rolled, "I'm... damaged? What the chiz does that mean!?"

Freddie got up, "You know what I mean. We can't. I mean, that's not all I love you for, but… we just can't! Griffin... touched you... in a way to hurt you... which keeps you from... you're hurt!"

Carly crossed her arms under her chest, "So you don't want me now that someone else has marked me as his territory?!"

"No! And you're mine- I love you, and you chose me. It's just… You're hurt!"

"Lots of people play hurt!"

"I thought that girls couldn't have sex after being assaulted."

Carly crossed her arms. Yes, it was true that Griffin had managed to shake her up, but... but she was not _that_ bad off. For one thing, it had only lasted a few minutes. For another, she had gone along- allowing him to dominate her to get the information she needed so that...

So that... screw it, it's not like she could keep it a secret to herself. Carly wanted Freddie. Yes, she wanted a friend, and yes, she wanted to see him okay. But she **_needed_** a lover. After years of being all-too aware of her virginity, the young woman suddenly found herself craving a lover's attention.

So, to get what she needed, Carly had to get Freddie to admit what his real problem was, "Do you think I'm gross now that another man has touched me?"

"NO! I mean, I didn't want him... you're missing the point!"

"The point that you took my virginity in an incredibly brutal, painful way, and that now you're just going to abandon me now that I've bored you!"

Freddie's face betrayed all the great emotions; shock, rage, sorrow, and guilt. Finally, he told her the truth, "I'm scared of Griffin."

"You took him down, that was pretty awesome."

"Yeah but…" He shook his head wearily and sat down beside her, exhausted, "He's better than me."

Carly ran a soothing hand up his back. It trembled. The Good Wolf feared the Big Bad Wolf on a very realistic level.

"Not at everything." She brought his head down to hers, and kissed it. He relaxed into it- that familiar sweet taste of fruit, "I decide whose territory I am. And I choose you."

For a moment, the two sat together, reveling in what they had. Freddie ran his hands across her cheeks, "I can't protect you."

"I am not defenseless, and this isn't Twillight. All I'm asking for is YOU. And I know you want to give me that."

He nodded. She pulled him close, and they began re-intimating themselves with one another. Freddie had forgotten how impossibly soft Carly was, and she how hard his body had become. The lovers coiled uncomfortably, wires and hospital beds did not come with room for coupling.

Freddie straddled her, kissing hungrily. His old fervor was back, the feeling of complete lust came over him. Nothing mattered more than having her, _**NOTHING**_! He became more and more aggressive, grabbing her body to pull her closer, ignoring the cords and wires. Her flesh was soft under his touch, supple, yet under his will.

"Ow, careful," Carly winced when his hand grabbed the bruise on her upper-arm from Griffin. He ignored her and continued, "Ow, Freddie, stop, stop, Freddie!"

The boy kept going, like an animal. He started hyperventilating, losing himself in his passion. A growl escaped him.

**"FREDDIE, PLEASE STOP!" **Carly begged.

As if coming out of a nightmare, he leapt back, "no."

She sat up sorely, "Ow…"

"No, no, no, no, no, no, no…" He ran his hands through her hair, "I am so sorry, I shouldn't even be here. Please, I'm so sorry, please, please don't hate me. I am so sorry. I'm sick, I hate myself, and I deserve to die. I'm so-so-so-sorry. Please be okay...!"  
"FREDDIE!" He stopped, "You love me."

He nodded stupidly as she repeated it.

"Yes, I love you Carly," He said numbly.

"I love you."

He stood for a few minutes as she wrestled with the sheets. Finally, Freddie came over and took a look at the bruise, "I'm sorry."

Carly sighed, "It's just a little hard for us right now. That doesn't mean we can't do something. Come here," He obediently sat by her side, "I… need you to lie down and relax."

His eyes went wide. Life on the run was rough. The FBI and the Institute were both hunting him. Relaxing was out of the question.

"Please, for me?" He paused, and then lay beside her, "Thank you."

Carly straddled him this time. He was as stiff as a log. Her legs smoothly drifted outside of his.

"Ugh, I hate this stupid dress," she pinched the top irritably.

"I don't know, I think it looks good on you."

"You think I look good in everything."

"And anything."

She laughed happily. It was the first time she had done so in quite some time. Leaning close, she whispered into her lover's ear, "But your favorite is nothing…"

He smiled. Finally, she was getting through to him.

"Now you're getting it," She tugged at the hem, "I get why they're like this, so easy to examine," the top started drifting lower, "areas of interest."

Freddie's breathing stopped. Inside, a battle raged. One part wanted to thrust forward, take her immediately and constantly until he was satisfied, the other was a droopy little boy who wanted his crush to keep talking to him. Somewhere along the way, Freddie decided to be a new man. He relaxed, letting his lover determine the next move.

"Before we go any further, I want you to know I am your girlfriend. Do you understand? That means, wherever you go, whatever you become, I am your girlfriend. You are my boyfriend. Get that? We are not going to play this 'will they won't they' game. We are together!"

He nodded happily. It was like a dream, "Whether we are apart, or together, I love you Carly Shay."

She blushed happily, "There's something I want to show you."

"I love something."

"Hush, and watch."

He settled back into the bed. Whipping her hair back, Carly loosened the top of her outfit. It was an agonizing wait. Freddie wanted to interfere. It took impossibly long to fall from her shoulders. Once it reached an almost inappropriate level on her chest, she stopped it, "There are things that you are better at than Griffin. You are a gentleman. You are loyal, and smart, and funny. And best of all, if I stopped now," His eyes flew wide in protest. Carly snickered, "If I stopped, you would be okay with that. If I stopped making out with you, and giving you -something- you would still love me, still believe in me, and my choices. Griffin... wanted _something_ from me, but I won't give him that something because I'm giving it to you. You deserve it, Freddie Benson. And you pick me up when I'm down."

He nodded, reaching up to help her. If Carly wanted to stop, then he would help her. She stopped him, "Not this time. This time I'm letting my guard down."

Carly kissed his hands. They were covered in sores. He had been living in the forest, miles from the city, trying to survive on squirrel meat and berries. Even with his training he was still doing poorly. If anything, the hospital needed to admit the Good Wolf.

Carly brought Freddie's hands to the bunched top of her dress. He trembled. She laughed a little at his nervousness. He had always been so aggressive in their relationship, even when stuck in the friend-zone. No more than a few seconds ago, he had gone into her (literally, trying to get into her) with full force. Now that she was literally _handing herself to him_, now he was scared.

She sighed happily, "Freddie it is okay." He lightly brushed her skin, "Freddie! It's okay, they don't bite." She leaned forward, "I know sometimes you like to."

He blushed, "Sorry." Freddie hated that she felt pain because of him.

Their hands held tightly to one another, both very afraid of what they were doing. She shook his hand, "You're so limp!"

Freddie's mouth dropped open. Carly laughed again.

Instantly his appendages turned to iron, "Better?"

She flinched, and he deeply regretted it. His hands retracted to his sides. Carly took a moment to shake down the robe so she was fully exposed. Her breasts swayed in the dim light.

Freddie and Carly took a second to readjust their bodies. Freddie sulked as well he could in such a position. He was frustrated; so many men wanted to be in his position- a beautiful girl was seducing him, willingly giving her body to him. They were totally alone with time on their hands, but those hands, which were skilled at breaking bones, drawing blood, and making a tent, were no good at taking care of a girl. If someone came into the room looking for a fight, those hands were invaluable. Touching this perfect goddess... not so much.

He drifted his hands up and down lightly. She was so **fucking **soft. Impossibly so.

Carly sighed, "Okay… that's a little better. Let's do this again."

Freddie looked at her puzzled, "What do you mean?"

Her eyes rolled, "Did you think that was enough." She grabbed his hands again, "I know that you're… new to this. But really, I need more time to care of my needs. I need you to touch me. Please? For me?"

Her fingers trailed his palms.

Freddie swallowed. Slowly, he touched her. His right and left rubbed slowly, like they were made of heavy metal. Carly leaned back. This was so much better than a shower. The touch was so foreign so- not her own. Her boyfriend started getting a bit more bold- alternating strokes, pushing in and moulding her breasts- it was amazing.

"Oh!" Carly squealed. Freddie recoiled. "No, no," She stated, "That's a good thing. I want more."

He complied. She felt the stimulation grew in force, narrowing her mind into the erogenous nerves. The pleasure grew for her moment by moment.

After a few minutes, Carly sighed happily and lay down on her lover's chest, "Thank you."

A deep chuckle made its way up his throat, "No… thank you."

They laughed. Both had trouble with touching, but things were better now. They could not get any worse, right?

His hand kept stroking her, "I do love you, and I'm sorry."

"It's okay."

"No… not about that. I'm leaving."

Her hands twirled into his shirt discontentedly, "Why?"

He kissed the top of her head, "I have to go back."

She pouted, "I can't stand the thought of you out there somewhere. I want you warm, and safe, and with me."

They sat in silence.

His hand stroked her back, "That's not what I meant."

She peered at him puzzled, "You're coming home?"

He shook his head sadly, "No, I'm going back to the Institute."


	7. Chapter 7

Chapter Seven: Reinstitution, Re-instigation

Freddie tramped down the main hallway to the Principal's office in his boxers. On his left was some dog, who knew his name. On his right his worst enemy; Red Dog.

"Release my dog," Griffin stepped up, and glared down Red Dog.

"By my bloodied teeth. He owes me a pint."

They snarled. Finally, Freddie was tossed at the feet of his leader.

Red Dog walked away. The Good Wolf struggled to his feet. His leader, Big Bad Wolf, helped him up.

"You are wanted."

Freddie nodded and headed inside. Kennedy's office was dark, but the student already knew his way around. The right wall had shackles, the left side tools for punishment.

Freddie sat, "Good Wolf reporting sir."

"To what do I own this fine honor of being called 'sir'? The way I understand it, you have completely thrown off your authority."

It was as bad as he thought it would be; power was everything here. Those who threw it off were the worst of the worst- and thus deserved death.

"I followed my leader, sir."

"Ah.. yes you did. He lead you to kill, and you did," a photo of Marissa Benson dropped in the boy's lap, "You were lead to take out a pesky FBI agent, and you... well..." He paused here, "Tell me about Carly Shay."

Freddie swallowed, "She is a female, seventeen years of age, more than 8 months my senior. Race; Anglo Saxon, Eyes; brown, Hair; brunette, height; 155 cm, weight; 75 kgs. national identity; northeastern American, language; English with some classes in Spanish. Non-threat."

Kennedy let out a laugh, 'Non-threat? Are you sure?"

Freddie swallowed hard, "She has no combat training, nor experience."

"That's not what I meant. I think she's going to bring this place down."

Freddie swallowed nervously, "Sir?"

Kennedy ignored him, "That's okay, though. What I meant was; tell me about her, personally."

Freddie shifted, but decided to tell the truth, "Uh… we've been friends for years. We had a web-show."

Kennedy held up a finger, "Not. What. I. Meant." All humor was gone from his voice, "Tell me how _tight_ a lay she was."

Their jaws clenched.

"Sir… I…"

"Did she scream?"

Freddie swallowed.

"Tell me about that first time. How much pain did you inflict on her, **in her**?"

The boy bowed his head, "I… hurt her so bad. I remember…"

"Tell me."

….

"It felt so good. I was angry- finally, I found out who I was really angry at. It was not Home, nor was it this place, it was not you, sir, nor my leader. I was angry-no furious- with her."

Kennedy nodded, "Go on."

"I wanted her to hurt. I liked the way she squirmed and screamed under me. You can't know how soft she is. Sweet too, she's like cotton candy; I could just rip into her. Think about what it was like to rip her open- to have her bleed under me. It felt so good to be so powerful, to dominate inside her so completely. Carly is so soft, and when I touch her-"

"You are no longer so tough," The principal shook his head. This Freddie had to be changed until he was tougher, more dangerous. Yes, he obviously liked power, but he was still considerate of her. He still cared how _she_ felt. Next time, he would be a monster. Maybe even kill her proper... "You are going to have to be tougher. After you spend your induction in the sweat box, you will report to the Playground where we will pound that lesson into you."

The Good Wolf nodded, standing.

Kennedy laughed, "I sent Griffin to her for a reason. Do not think that she is beyond my reach. If you ever, ever step out of line again, I will personally break her in all over again. My team will rape that bitch until she dies."

And he meant it.

A.N. Dun dun duuuuun... R and R, please. I'm sorry about the whole metric thing. I estimated.


	8. Chapter 8

Chapter Eight: Alone

Carly was given some good news; the information she had retrieved from Stockman had done some real good; the FBI felt as though they knew how daily life on campus worked, and how to strike if it came to it. And she desperately hoped that it would not have come to it.

_Freddie sat in the sweat box. This was a time of renewal, of re-education. He meditated on his life. Tomorrow he would be up and out. Griffin would beat him senseless. Red Dog would beat him senseless. Then Kennedy would ask him what he was doing- a tall feat for a boy twice divulged of senses._

Carly lay on her bed, upset that she had a fight with Freddie before he left. It was so stupid; he was on the run, and going back into the Institute would likely save his life. But what was the cost?

_Freddie was furious at himself for fighting with Carly. He would do anything to let her know he was sorry .He wanted to know that she was okay, that she was not angry, or sad, just okay The worst part of this was the time it took to think. Twenty-four hours in the box was a long, long time to spend with oneself. Freddie had to get back into the mindset of the Good Wolf. _

Carly was upset with the whole situation. Freddie was alone, angry, and lost. There was no way he could break out under his own strength. He needed her. Carly thumped her pillow angrily. This just was not fair. She had to save him.

_Freddie pounded the stone wall- the pain helped him focus. He could not break through the rock with his bare hands, but the effort reminded him of his plan; keep Carly safe. He just had to stay alive long enough to convince Kennedy his girlfriend was of no importance. It would be difficult; anyone who knew her could see how amazing she was. He had to try and break out if anyone made a move towards her._

Carly rolled on her back, there was no way she could sleep tonight. She could call Nevel; but what would he tell her? It's not like the government would suddenly grant a warrant because her boyfriend turned up at the school. The young woman swore on the Groovy Smoothie her eternal hatred of guardianship laws. With the passing of Mrs. Benson (R.I.P.) it turns out that she had granted guardianship to the Institute. That meant he was supposed to be at the school. Once he arrived, the people there took over his legal problems, and managed to deflect FBI concerns. The dirty finks.

_He was not supposed to be here. That's what he learned after six hours in the box. Another six taught him he was woefully out of shape. When he left the previous semester, he could do fist-ups until his knuckles bled, he could do flips until he hurled, and could bend over backwards in an instant. The problem was simple; Freddie. Freddie was the problem, a lonely, pathetic **weak** disgusting tech nerd who loved a girl way, way, way out of his league. And that weak boy had discovered true softness. That was what he wanted- to leave this place, and return to her bed. Return to that area of immense comfort and warmth. Feel her gentle arms around him, pulling him to the bed, into her..._

Carly got out of bed- she was tired of bending over backwards for boys. It was time to do what she always do when some guy left her; eat ice cream. The cool minty chocolate tasted amazing. Stress relief on her idle tongue. She swallowed sweet spoonful after spoonful, taking in the luxury of freedom.

_Freddie groaned hitting the floor. The heat was getting to him. Slowly, the temperature rose with the sun, cooking him. The box was designed to sweat out a dog. He wanted Carly. But to get her he had to endure. He was weak, and pathetic. They would consume him if he forgot the wolf. He needed to be better, tougher._

He probably was not even thinking of her. Carly stabbed the ice cream bitterly. Maybe he had already found another girl. She slapped her head, driving the foolish thoughts from it. Freddie had always loved her, even when dating other girls, he always thought of her. Now she felt guilty for doubting him.

They had to bring down the Institute.

A.N. Thanks for the reviews!


	9. Chapter 9

Chapter Nine: Broken

There were many mysteries at the Institute.

...

Blood painted the ground.

...

Violence was not one of those mysteries.

"Again!"

Freddie hit the ground with a thump. Groaning, he rose from the earth. Another blow landed across his face.

"Weak, my soldier is so weak," Griffin was angry. His work was cut out for him, "Run the course again. If you fall, I will take you to the middle where all the dogs can see you, and beat you senseless."

Freddie nodded obediently and took off. His second day back was rough. He had to run and run and run…

His energy reserve was almost gone. He jumped and ran and kicked, and pushed and rolled until he finished the course.

"Again."

Jump, run, kick, push, and roll, the system was ingrained into his mind.

Again. And again, and again he ran until he fell. It was perfect; he had to lift double his body weight onto a lever. It slipped off, sending him spiraling to the ground.

He was dragged across the green, the very same place he had been months previously. His hands dug into the dirt as he was pulled.

Griffin had set him up to fail, "I want to see the Good Wolf."

The blows struck his soft parts, what few there were. The first landed low, the second even lower. They were driving him into the dust, where he wanted to be.

Freddie curled into the fetal position, his right hand clutching the prize he had waited so long to dig from the dirt; a black ribbon.

He could survive anything to get back to Carly.

Laughter sounded around him. It took only a few minutes to beat the boy within an inch of his life. Griffin finished up by dragging his soldier from the field and into the complex. Blood streaked the stone, "I'm angry, Good Wolf. You are so much weaker now that you have," He spit, "Love. It's a huge weakness which infects a man. I learned how to repress it. That's right, even I want to love Carly, but her place is beneath me, lower than a mere dog, a bitch."

Freddie groaned. If he had the ability, he would have punched Bad Wolf in the face.

"You are a Good Wolf, better than a mere dog. You will learn how to put her in her place. Like I did. By the way, you're welcome. I did you a favor when I expressed my will inside her. I will show you more later."

"You… are scum. I hate you, I love her," Freddie shifted, "I would do anything, be anyone, to keep you from her. She is so much better than me, deserves so much better, but she chose me. Doesn't that kill you?"

Griffin snorted, "Why would it? Take a look at my newest pet."

He trucked his captive down a secret staircase. Freddie was tired and sore, but the situation was not as bad as say... taking out an FBI agent, an Institute dog, and then crashing through a doorway on a motorcycle. And after all that he still had the energy to have sex with Carly. (Not that it matter, he could be dead and would still find the power to find his way to her.)

Griffin threw Freddie in front of a cell, "Meet your new roommate, although, as I understand you two have already met."

Whimpering on the floor, naked and chained, was an old friend.

"Sam."


	10. Chapter 10

Chapter Ten: Alive

Spencer sat up in his bed. After months of recuperation, he finally recovered from the fire. Rehab had been horrible; pure physical torment. He had expected to have a 'blue period' creating horrifying works of art that disgusted people.

Instead, he found himself more in love with life than ever. Colors fascinated Spencer, and he spent his time creating inspirational sculptures.

"Hey Carly!" His little sister bounced in. Well, not exactly. She did not quite have that same girlish spirit. She seemed to have matured. He decided that she had changed at the thought of losing him.

Still… something was new, "Hey… did you get a haircut or something?"

Carly blushed, brushing her hair behind her ear self-consciously, "Um, what do you mean?"

He shrugged, "Maybe it's the drugs, but… you're different now. You have a glow about you."

Her head bowed, "Really? You think I glow?'

"Yeah… you look a lot better. I'm glad you dumped that Griffin kid. I'm really proud of you."

He turned away, whistling happily as he applied grass green paint to a giant hat.

"Spencer, I can talk to you about anything, right?"

He nodded happily, "Yeah, why?"

There were silent. The paintbrush covered the hat sloshing loudly. He stopped, "Oh no…" Spencer turned, "Did you? I mean, were you… and then you…?"

Carly blushed even brighter, "Uh, yeah, I lost my 'V' card."

He glared, "not with…"

"No!" She exclaimed, "Not Griffin! Freddie actually swiped it, believe it or not."

Spencer shrugged doubtfully, "Surprised he could…"

"Spencer!"

"Oh, sorry, I forgot, what did you want to talk about?"

She picked at her skirt, "I just wanted to tell you, okay?"

He nodded, and then pulled her in for a hug, "Okay. And… I don't know if I'm proud, really, but… I want you to know I'm here for you if you need to talk."

Carly squeezed her big brother happily, "Thanks Spencer, and yeah, I know that."

They stayed like that, a momentary respite from the world around them, "You must miss him terribly."

She nodded, "You have no idea. It's like this hole inside of me, and the more I love him, the bigger it gets, and the more I hate him for doing this to me…"

"The worse it gets."

"Yeah."

"Yeah."

"Carly?"

"Yeah, Spencer?"

"I know Freddie, he's one of my best friends. And I know he'll come back for you."

Carly whined into his shoulder. She did not want to wait for him, "No, 'cause I'm going to go to him."


	11. Chapter 11

Chapter Eleven Rescue

Freddie hit the ground again. This was getting repetitive.

Sam rocked in the corner, muttering madly to herself, "Bad girl, mad girl, so mad like a bad hatter. Bad dog, Mad dog- why isn't Sam a good dog, like a good wolf?"

He sighed. Jonah had done this, and so had he. In arrogance, they had attacked her, brought her down to a dog's level in an attempt to get revenge. Yes, she had betrayed him and Carly, yes she was a total psycho, and yes, she had been the one to show him how weak he was, just like The Big Bad Wolf, but there was a difference between the two.

She was his friend.

He spoke her name, "Sam."

She shuttered, "Bit…"

"No, your name is Sam."

She looked up in her insanity, "Broken bit by bit, like it?"

Freddie shook his head, moving to her. She shrunk back, crying to herself. The boy stopped, "You are a girl, you are my friend, remember?"

"Hard. No friends, just claws and teeth and urges. They never stop. I urge- I urge to run, but their urges don't run. They stick around, they stick in me. And it hurts, it hurts so bad, over and over and over. Why won't they stop? I beg them 'stop' and the hurt me over and over and over."

He sighed and tried again, "I am sorry, I will rescue you, but I need to know you're still in there." He paused, "C'mon, Sam, momma don't give up so easy, does she?"

She blinked coherently "Freddie?"

"Sam…?"

She struggled to her feet with the strength of a proper wolf, "You… are a nub."

Halfway across the state in Seattle, Carly was meeting with Nevel.

"I'm sorry, but I need a better reason to trust you."

Nevel sighed, "Bailing out your boyfriend isn't enough?"

She crossed her arms across her bosom to show him she was adamant.

"Fine," He rolled back his hair, "Take a look."

She had not realized before what was in front of her the whole time; scars at his hairline, a certain hardness in his eyes, his desire to bring down the Institute and his interest in the FBI.

Nevel was an Institute dog. His hand reached for hers.

She recoiled violently, "Don't touch me!"

He sighed, "I'm not one of them."  
Her face filled with disgust, "Don't lie! I saw what they did to Freddie! And he… was such a pure-hearted boy. They made him a monster!"

Nevel snorted, "Not quite."

Carly backed away, panting fearfully.

Nevel took a breath, "I want to pay him back."

The girl paused and looked at him, "Dogs are hard-wired not to attack their masters. Freddie barely had the will to take on Griffin, and that was only to save me."

Nevel snorted, "I want to pay Freddie back. He saved me. I was sent there mid-semester, and he protected me. I don't know why. Maybe he thought that I would go home and keep you for myself, protecting you from Griffin and the other dogs. Instead, he freed me. They kicked me out when they realized you had a knack for messing with dog's heads. Freddie saved me, just like he saved you, though admittedly, we do not do the sideways tango like you did."

Carly looked down, ashamed. She was like a poisoned piece of meat; every dog wanted a piece, but it drove them against one another.

"If you really want to pay him back, return him to me. Get that warrant to raid that school."

He looked away for a moment, "I need a catalyst, something that clearly requires Federal interference."

She blinked, confused.

He held up a section of the school's bylaws. Carly read it, horror and understanding dawning on her face.

"Oh."

A.N. DUN DUN DUUUUN! As usual, leave a review, get a chappie! And, good news, the next one is more shameless fanservice, so... don't worry about trying to think of something mean to say! (I laught at my own jokes, I guess.) Thanks for the reviews!


	12. Chapter 12

Chapter Twelve: Shameless Fanservice

Click, clack, click, clack, Carly's high heels echoed down the walls of the Institute's main hallway.

Boys in line dropped all pretense of subtlety and lost formation to check her out. They were practically drooling. The group pushed each other aside to get a better look.

Her skirt swished regularly. It was a bit higher than she preferred, not even half-way down her thighs, the poofy material rose away from her legs, meaning that the slightest breeze would expose her. Every time she turned, it whipped after her, brushing her legs.

"Oh…" She let out a slight moan. Wearing these clothes was a play on her part. She wanted attention.

Leaders across the school were busy trying to get their dogs in line as she walked up to the visitor's office. She knocked on the window, and held up a copy of the school's bylaws, "Any student may, at any time during the regular school year, be pulled from his place to be briefed regarding interests in current events." It was there to allow pack leaders to pound their dogs any time they wanted to, or pull those dogs out for a mission.

Carly straightened her baby-tee. It was far tighter, and far smaller than what she was used to. She bent over, adjusting the strap on her right shoe. Snapping back up, she added, "I need to see Benson, F."

"I know."

Carly was escorted to a visitor's room. The wall was red. It was painted white. The red was not paint. She shuddered.

Footsteps signaled his arrival. She straightened her hair wanting to look good for her boyfriend. She giggled, _boyfriend._

Fixing her make-up one last time, the young woman braced herself for what would no doubt be a horrifying sight. Good Wolf got beat up- a lot. He fought Jonah upon his return to Seattle, was beaten in punishment, got beat up by Griffin throughout the semester, had been attacked by an FBI officer, and a fellow Institute dog, went through a door on a motorcycle, had rough sex, had been starved in the wilderness and now returned to an abusive school.

The boy was not good at avoiding beatings.

The door opened. Carly stiffened immediately. Griffin stepped into the room. He growled lustfully, "All for me?"

She crossed her arms, "I am going to speak to Freddie, now!'

He smirked, "Yeah… I guess you are. But first, I want you to know something."

Her ex-boyfriend backed her into a corner, "You think he loves you. That's his biggest weakness. And if I pinned you to the floor, and raped you in front of him, he probably would not stop me. Good Wolf is mine. And very soon, I will have you. I want you to think about that. Because someday, I know you'll betray him. And then I'll have him rape you. Period. "

She swallowed, "Freddie is mine, and I will never, ever belong to you. Never have. I have always been only his, period!"

Griffin's eyebrow rose, but he only said, "I'll be right outside the door."

Freddie breathed heavily walking in. He had sores all over his body. After his beating on the playground, he had been locked in a cell with Sam for a few days. Habitually, some boys were brought down to 'play' with her. That's how dogs were taught cruelty; the more she screamed, the more approval earned- and it was hard to make her scream. Yet they managed... he could only protect her so much.

Getting pulled out of his cell was not a good sign. Neither was seeing Griffin. Then-

"Freddie." He heard his name, from _that_ voice. In an instant everything was okay. Then that instant ended.

"Carly, what are you doing-" a kiss cut him off.

She shut the door behind him, and kept kissing him. Through the box window, she saw Griffin watching them. That was not good. Freddie needed to understand, and she may as well show everyone who she was truly with. Carly decided that Griffin had to **know **just who she belonged to. Only one man got to touch her, got to feel her from the inside.

Her boyfriend forgot all sense of pain while here. All those hours in the sweat box and in a cell, and being beaten out on the playground disappeared. He was a man, here with his woman. Not a wolf, but a human being in love. Her soft skin reminded him of how he felt around her, what he wanted to feel. Freddie hated his hardness. He wanted to be soft-hearted, and loving, not a terrifying monster who killed people. (But didn't he have to be hard, to survive?) Carly's kiss brought out the best in him.

Freddie was kissing her back. Her hands moved over his sore body, finally finding purchase on his back that did not cause him discomfort. His hands came up to her breasts.

Pulling down on her shirt, he saw a Build-A-Bra with his name across the right and left cups. She looked at him for approval. He smiled. This was... a complete fantasy. It had to be, too good to be true. The boy peeled it off, exposing her further, gaining much approval from his girlfriend.

Carly moaned in his ear a little too loudly. It was time for Griffin to see that Freddie owned her, and no one else. They stayed like that, him pinning her to the door, rubbing her chest, "Please," She brought his hands low, "For me?"

He lifted her skirt up her thighs.

"Momma is here," Freddie murmurred.

She blinked confused, and then put it together. He was not talking about_ that_ he was telling her that Sam was at the school. Okay, that made sense. He brought her underwear down and backed against the door for leverage. Griffin's eyes burned into his ex's for a moment before she turned to stare her lover in the eyes.

"Thank you."

"I worry about you."

"I'm not alone."

"You're safe?"

He looked at her in confusion, and then brought her body down on his.

"Ah! We're not alone!"

His breathing had become ragged. Forgetting all pretense, he figured it out, "You are coming for me?"

Her body pulsed with his. Luckily, she was strong enough to not cause him too much pain. He grunted with effort, pushing her up and down, and she helped. The wolf inside him howled for more- completely unsated. Carly pushed her breasts into his face, receiving far more pleasure than their first night together.

Finally, she came up with an answer, "I'll be done soon. Just let me know."

Her mouth went wide and she stopped moving, "Oh my- oh, oh…!" Her eyes clenched, and she gripped him with her arms and legs, "Oh… ah…!"

Carly went slack when he dropped her against the wall. Her breathing slowed. Finally, she smiled up at him. Freddie was putting his pants back on. They hugged one another, holding on for dear life.

"I love you."

He doubled over and brought something out of his pocket: a black ribbon. He tied it around her neck, "I thought you lost this, Freddie..."

"I got it back. I will be coming for it, too."

She smiled, "I'll be coming for you. I promise."


	13. Chapter 13

Chapter Thirteen: The Bloodiest Battle

Freddie's dead body lay at the top of the Olympic sized pool.

"Drag him out." Kennedy was upset. Griffin pulled Freddie to shore and revived his pack member- again.

Freddie coughed his way awake. According to Doctor Hammond, this style of indoctrination was called, 'rebirthing.' The idea is to drown someone, simulating birth. When the person breaths again, they temporarily revert to their infantile state, regarding those present as parents.

The Good Wolf coughed into Big Bad Wolf's face.

"Well?"

"I will never, ever help you!"

Griffin turned to Kennedy.

"Take him back to the cell. This time, make him use the bitch. It'll tame them both."

The young man nodded. Freddie groaned as he was dragged along, holding onto anything that would slow his dominant figure down. The pool controls held them for a moment before he was overpowered.

Sam was crying again when they returned.

"I'm surprised you still have tears left," Growled the larger boy, "Freddie get to work."

Sam groggily ambled forward. She had been in the cell for months, and all that time she had been verbally, physically, and emotionally abused. Any psychologist would explain how the scarring from the sexual abuse would last her a lifetime.

But no mere human knew the depths of strength she wielded.

"Now Good Wolf, show her who is boss. Push her down," Griffin grabbed the back of the blonde's hair. His pack member took several deep breaths, as if preparing to be drowned again.

"Yes sir," Freddie got behind his friend and lifted her up, "Hold onto me."

Griffin looked up in confusion. Sam took this opportunity to bash her fist into his face. He flew backwards. The girl had been in there so long, no one thought she would resist- a fatal mistake.  
"I assume you have a plan?"

Freddie smirked, "Of course."

A wolf-like smile crossed his face. Anyone but Sam would have been afraid, "I'm going to like this aren't I?"

"You'd better hold on, though!"

Armed guards opened fire. Freddie leapt down, protecting Sam. A bullet went through his shoulder.

"I hope it kicks in soon enough!"

Suddenly, all the water the school had in supply; from its dorms, torture rooms, and the Olympic swimming pool- it all flooded the basement. Griffin watched in horror as his armed guards were swept away in the chilling tide.

Sam, who was naked, complained, "Couldn't you have heated it first?!"

Freddie said, "Yeah, I had time for that! It's not my nipples that are can cutting into someone else right now!"

They were both sucked out of the room. Dogs around them were flailing, terrified. Freddie, with a weakened Sam holding onto him, tried to swim towards the exit.

It was impossible.

The water was quite cold- not beyond endurance, but enough to slow him. The wound in his shoulder both bled him out, and kept him awake with pain. It was almost unbearable. Freddie reached deep to get the strength to keep going. It seemed like forever; water pounded them, sweeping their bodies back, blood seeping out, the hole through his shoulder screaming for attention. It was getting harder and harder to breath as the water level rose. Soon there would be no more air for either of them.

A groggy, exhausted mind, deprived of oxygen, and low on adrenaline, started hallucinating. Carly was waiting for him outside, he could feel her. all he had to do was get outside, then they could start a life together…

The change in water pressure set off a series of explosions. The school started collapsing around him. Large chunks of ceiling fell, like metal support beams while the secret entrance/exit burst open.

A rock struck his leg. He stopped swimming for a moment. Sam let out a scared noise, "Freddie!"

He kept going. Not much further now. Just a little bit more.

A little bit more. Just a little bit... more. Freddie pulled on exposed wires, which singed his hands. They sparkled and fizzled against his skin, leaving black marks. He groaned in pain.

Just... a little... bit further...

A dog popped up out of nowhere. Freddie swore. He wrestled for a moment, knowing he'd lose. His opponent was tough- a long gash had blinded him in one eye, but he kept fighting. The Good Wolf was tougher. He dug his fingernails into the skin of the wound, and slowly ripped it open. Blood poured out as the dog screamed in pain. Sam was no help at all, she was to tired, too scared. She had been here too long...

Just a little bit more than, the Good Wolf had to push just a little further, push this dumb guard out of the way to live.

The dog grabbed Freddie's arm, and snapped it. They both screamed in pain. The Good Wolf howled- in anger. His fingers found the throat of his opponent. Those nimble manipulators found the windpipe and ripped it out. The dog tried to call out in pain. Nothing came out of his mouth. Nothing but blood.

The Good Wolf kept swimming. Just... a... little... bit...

fur... further...

...Almost. Just a little bit more. A little further.

Almost there. Almost... there.

Almost-

There.

He was exausted by the time he pushed his way through the rocks to the exit. The ceiling collapsed again. Freddie covered Sam, trying to protect her. A large metal beam crushed his leg. He had no chance of moving it. Blood poured from his lips. Sam was screaming at him at the top of her lungs, terrified.

He pushed her off, "Go!"

She turned to find his leg trapped under a beam, "I can't! What will I tell Carly?"

The water level started to rise. He handed her his jacket; that all-purpose super-important, never-leave-your-cell- without-it-or-die jacket. She put it on, confused.

Freddie looked at her panicked, "Tell her-"


	14. Chapter 14

Chapter Fourteen: Bodies

Nevel lead the FBI task force in. Apparently, Freddie had managed to reroute all the water to a secret section of the complex, essentially setting off a bomb. Bodies drifted out of the basement; some were armed, most were dead. A few survived, but the entire place was coming down.

Sam struggled out to find herself in familiar arms, "Carly!" The two friends had a tearful reunion before fleeing the scene.

Teachers and students fled for their lives. Approximately fifteen hundred tons of material rested atop Freddie's body.

The FBI soon made a public announcement that they were looking into a terrorist threat- the school had received an e-mail from a disgruntled student who flooded the basement, killing his fellow classmates.

Carly was disgusted. She agreed to help under the stipulation that the government help her friend, not pin it all on him.

Nevel disappeared, stating, "I'm so sorry." He meant it, leaving behind an explanation in a letter.

_Dear Carly,_

_ By the time you read this, I have no doubt as to how bad things have gone at the Institute. Before we go any further, let me fill you in on a few details you simply do not possess._

_Firstly, that Freddie will survive. He won't. Either the dogs will kill him out of spite, or the agents will out of fear. Freddie is something neither side is willing to deal with. I am sorry._

_Secondly, you labor under the delusion that this is a fight between two sides- this is a mistake. To believe that the Institute is evil, and that the FBI is good is an error on your part. Nothing could be further from the truth. See, both sides are willing to deal with one another. Take me for example. How do you think I got this job? The agents going to war against the Institute are dogs themselves. By killing off enough agents in a fire fight, they hope to pressure the Bureau into employing some more, let us say, dogged agents? _

_Thirdly, that taking down this Institute will signal the very end of the dog problem; have you never wondered why this place was given such a bland name? So that it may blend in. There are institutes in San Diego, New York, Baltimore, etc. There will be thousands of dogs soon. If I were you, I would keep a wary eye out._

_Finally, though in the past, we have butted heads, I want you to know that I will not be hunting you. That being said however, I suspect that more than a few dogs will be._

_Sincerely,_

_Nevel Amadeus Papperman_

_P.S. Sorry about Freddie. I really am._

It felt like someone was slapping her in the face.

Chapter Fifteen: Finale

Carly woke in the middle of the night. Sam was staying with her now. It was a little safer that way. She clutched her ribbon.

It was always with her now. She wore it to school, to work, everywhere. The thought of losing it, and the memory of her last time with Freddie, was horrifying.

She felt someone in the room with her. For a fleeting instant, she hoped it would be _him._ Some girlish, idealist part of her heart wanted that same warm, safe feeling that appeared whenever Freddie was close by; at Griffin's, in the hospital, in the visitor's room at the Institute. Carly could feel when she was truly safe.

She was not.

Griffin stepped out of the shadows. Carly shuddered in fear.

"Our business is not over, Carly Shay."

She set her jaw, "I'll scream."  
He laughed, "I expect you will. I want you to scream. I'll kill Spencer, finish that off. And get Sam in here. I like her- she's nice and easy to scare, once you break her down after months of torture anyway. Without having you around, I had to fill my time with her. And I mean fill her over and over to prove what a nasty little bitch she was. Besides, I owe her for punching me in the face!" Her ex-boyfriend turned his head with insane eyes, "Oh… you don't want that? Maybe you should do what I say. Turn over."

She glared at him.

"You heard me, bitch."

"No. And I'm not a bitch," she got out of bed, "Do you think I'm scared? 'Cause I'm not. You can't take what's precious to me anymore. Freddie has it."

He looked at her, "Last chance, bend over."

She glared at him, straightening as tall as she gets, "I refuse."

They stared at one another, testing each other's will. As a dog, he was hard-wired to display dominance. Such a show of insubordination had to meet with the most brutal of reprecussions. He was taught to believe that there was nothing more important than dominating. And that he had to dominate her now.

But looking into her eyes, he knew; she was not his. He could not take what she no longer had. No matter what he did, she would be Freddie's.

Finally, Griffin left, drifting silently into the shadows. Carly sighed, relieved. Maybe he did not like a girl who just refused to submit to him; maybe he figured she was not worth the trouble.

Maybe Freddie's defiance protected her, even after his death.

With many fears and questions, Carly lay her head down. Gripping the ribbon, she felt… safe, and warm… like Freddie was a guardian angel still watching over her.

The end.

A.N. I am aware it was heavy on the sex stuff. But, I have excuses- one, the dogs are sexually aggressive. It's part of their programming. Two these are teenagers. And three… it's fanfiction.


End file.
